UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2011

Check here if Amendment: [_];     Amendment Number:______

This Amendment (Check only one):  [_] is a restatement.
                                  [_] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:      Apollo Capital Management, L.P.
Address:   9 West 57th Street
           New York, New York 10019

Form 13F File Number: 28-13441
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The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:      Cindy Michel
Title:     Vice President
Phone:     212/822-0524

Signature, Place, and Date of Signing

APOLLO CAPITAL MANAGEMENT, L.P.
By: Apollo Capital Management GP, LLC
its General Partner

/s/ Cindy Michel               New York, New York             May 16, 2011
---------------------------    ---------------------------    --------------
        [Signature]                   [City, State]               [Date]

Report Type (Check only one):

[_] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
    are reported in this report.)

[X] 13F NOTICE. (Check here if no holdings reported are in this report, and all
    holdings are reported by other reporting manager(s).)

[_] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
    reporting manager is reported in this report and a portion are reported by
    other reporting manager(s).)

List of Other Managers Reporting for this Manager:

[If there are no entries in this list, omit this section.]

           13F File Number                    Name
           28-13438                           Apollo Management Holdings, L.P.
           -------------------------------    ---------------------------------
[Repeat as necessary]

The filing of this report shall not be deemed an admission, for purposes of
Section 13(f), 13(d), 13(g), or 16(a) under the Securities Exchange Act of
1934, as amended, and the rules thereunder, or for any other purpose, that the
Manager is a member of a group with respect to any securities over which the
Reporting Manager or other institutional investment managers named in the
Reporting Manager's Form 13F may exercise investment discretion, or that the
Manager or any other person is a beneficial owner of any securities. Reference
is made to reports filed under Sections 13(d), 13(g), and 16(a) for additional
information with respect to such beneficial ownership and/or pecuniary interest
of the Manager, the Reporting Manager, and related entities.

I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES ACT OF 1934.